SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 14, 2007 (Date of earliest event reported)

RADIO ONE, INC.

(Exact name of Company as specified in its charter)

Delaware		52-1166660
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

5900 Princess Garden Parkway,
7th Floor
Lanham, Maryland 20706
(Address of principal executive offices)

(301) 306-1111
Company’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. Results of Operations and Financial Condition.

On August 2, 2007, Radio One, Inc. (the “Company”) issued a press announcing the results of operations for the three and six months ended June 30, 2007, a copy of which was furnished on Form 8-K on August 2, 2007 (the “Form 8-K”). The Company is amending the Form 8-K to correct the amounts of Equity in Loss of Affiliated Company and Benefit for Income Taxes in Results of Operations and Total Assets, Total Liabilities and Total Stockholders’ Equity in its Selected Balance Sheet Data. After correcting these amounts, the Company’s Net Loss for the three months ended June 30, 2007 decreased $1.3 million from the $7.6 million previously reported in the press release to $6.3 million, and the Company’s Net Loss for the six months ended June 30, 2007 decreased $1.4 million from $6.9 million to $5.5 million. This correction impacts only the referenced accounts and balance sheet categories and has no impact on cash, operating cash flow or station operating income.

The change in the Loss in Affiliated Company was related to further research of the accounting requirements under our hypothetical liquidation at book value approach as our allocable share of our affiliated company’s losses increased due to the composition of it’s capital structure. The increased Benefit for Income Taxes was the result of further clarification of the accounting for Section 162(m) based on the amended proxy disclosure rules, the impact of the change in Equity in Loss of Affiliated Company and a modification of our annual effective income tax rate.

A copy of the press release reporting the revised results is attached as Exhibit 99.1 to this Form 8-K/A.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number		Description
99.1		Press release dated August 14, 2007: Radio One, Inc. Adjusts Second Quarter Results Upwards.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 99.1

NEWS RELEASE
August 14, 2007		Contact: Scott R. Royster, EVP and CFO
FOR IMMEDIATE RELEASE		(301) 429-2642
Washington, DC

RADIO ONE, INC. ADJUSTS
SECOND QUARTER RESULTS UPWARDS

Adjustments effect non-cash items only

Washington, DC: — Radio One, Inc. (NASDAQ: ROIAK and ROIA) (the “Company”) reported revised results for the quarter ended June 30, 2007. On August 2, 2007, Radio One, Inc. issued a press release announcing results of operations for the three and six months ended June 30, 2007, a copy of which was furnished to the Securities and Exchange Commission on Form 8-K on August 2, 2007. We are amending the results to correct the amounts of Equity in Loss of Affiliated Company and Benefit for Income Taxes in Results of Operations and Total Assets, Total Liabilities and Total Stockholders’ Equity in its Selected Balance Sheet Data. After correcting these amounts, the Net Loss for the three months ended June 30, 2007 decreased $1.3 million from the $7.6 million previously reported in the press release to $6.3 million, and the Net Loss for the six months ended June 30, 2007 decreased $1.4 million from $6.9 million to $5.5 million. Diluted earnings per share for the three months ended June 30, 2007 improved from a loss of $(.08) per share previously reported in the press release to $(.06) per share, and the diluted earnings per share for the six months ended June 30, 2007 improved $.01 from $(.07) to $(.06) per share. This correction impacts only the referenced accounts and balance sheet categories and has no impact on cash, operating cash flow or station operating income.

The change in the Loss in Affiliated Company was related to further research of the accounting requirements under our hypothetical liquidation at book value approach as our allocable share of our affiliated company’s losses increased due to the composition of its capital structure. The increased Benefit for Income Taxes was the result of further clarification of the accounting for Section 162(m) based on the amended proxy disclosure rules, the impact of the change in Equity in Loss of Affiliated Company and a modification of our annual effective income tax rate.

The changes are reflected in the Form 10-Q filed by the Company on August 9, 2007 and can be accessed at http://www.sec.gov or on the Company’s website at www.radio-one.com under investor relations. The following table sets forth the line items impacted by the revisions described above.

MORE-

Exhibit 99.1

PAGE 2 — RADIO ONE, INC. REPORTS REVISED SECOND QUARTER RESULTS

RESULTS OF OPERATIONS

		Three Months Ended June 30, 2007												Six Months Ended June 30, 2007
		Press												Press
		Release				Adjustments				10-Q				Release				Adjustments				10-Q
		(unaudited)												(unaudited)
		(in thousands)												(in thousands)
SELECTED INCOME STATEMENT DATA:
Operating income		$	9,766			$	—			$	9,766			$	29,490			$	—			$	29,490
EQUITY IN LOSS OF AFFILIATED COMPANY			3,308				963				4,271				3,800				963				4,763
Loss before benefit for income taxes, minority interest in income of subsidiaries and discontinued operations			11,825				963				12,788				10,403				963				11,366
BENEFIT FOR INCOME TAXES			4,223				2,659				6,882				3,892				2,440				6,332
Net (loss)/income from continuing operations			(8,521	)			1,696				(6,825	)			(8,337	)			1,478				(6,859	)
Income (loss) from discontinued operations			905				(334	)			571				1,466				(116	)			1,350
Net (loss)/income		$	(7,616	)		$	1,362			$	(6,254	)		$	(6,871	)			1,362			$	(5,509	)
Net (loss)/income per share		$	(.08	)		$	.01			$	(.06	)		$	(.07	)		$	.01			$	(.06	)

 

		June 30, 2007
		(unaudited)
		(in thousands)
		Press
SELECTED BALANCE SHEET DATA:		Release				Adjustments				10-Q
Total assets		$	2,180,817			$	39			$	2,180,856
Total liabilities			1,167,559				(2,324	)			1,165,235
Total stockholders’ equity			1,011,453				2,363				1,013,816

Radio One, Inc. (www.radio-one.com) is one of the nation’s largest radio broadcasting companies and the largest radio broadcasting company that primarily targets African-American and urban listeners. Pro forma for recently announced transactions, Radio One owns and/or operates 60 radio stations located in 19 urban markets in the United States. Additionally, Radio One owns Magazine One, Inc. (d/b/a Giant Magazine) (www.giantmag.com), interests in TV One, LLC (www.tvoneonline.com), a cable/satellite network programming primarily to African-Americans and Reach Media, Inc. (www.blackamericaweb.com), owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Radio One also operates the only nationwide African-American news/talk network on free radio and programs “XM 169 The POWER,” an African-American news/talk channel, on XM Satellite Radio.